Full opinion text
TEVRIZIAN, District Judge. I. Background A. Factual Summary From 1992 to 1995, Plaintiff and Relator Janet C. Oliver (“Plaintiff’) was employed as a Government Accounting Specialist by Defendant Engineering Science Inc./Parsons Engineering Science Inc. (collectively referred to as “Parsons ES”), a subsidiary of The Parsons Corporation (“TPC”). (First Amended Complaint (“FAC”) ¶3); United States ex rel. Oliver v. The Parsons Co., 195 F.3d 457, 461 (9th Cir.1999) (as amended October 22, 1999), cert. denied sub nom. Parsons Corp. v. United States ex rel. Oliver, 530 U.S. 1228, 120 S.Ct. 2657, 147 L.Ed.2d 272 (2000). On August 14, 1995, Plaintiff filed this suit in the name of the federal government under the qui tarn provisions of the False Claims Act, 31 U.S.C. §§ 3729-3730. Oliver, 195 F.3d at 461. The United States government declined to intervene. Id. Plaintiff seeks a share of any proceeds from the action pursuant to 31 U.S.C. § 3730(d)(1)-(2). (FAC ¶ 30; see also Order Denying Defendants’ Motion for Summary Judgment, Case No. CV 95-5423 WMB (SHx) (C.D.Cal. Mar. 2, 2001) (“2001 Summ. Judg. Ord.”), p. 2). She alleges that, from 1989 to 1997, TPC, along with certain of its subsidiaries and segments, (collectively “Defendants”), knowingly violated the federal Cost Accounting Standards (“CAS”) in an effort to overcharge the government, thereby giving rise to a claim under the False Claims Act. Oliver, 195 F.3d at 460; (see also FAC ¶ 6.) Parsons ES is a significant federal government contractor, with contracts amounting to over $300 million between 1989 and 1996. Oliver, 195 F.3d at 461. In August 1989, the State of California awarded Parsons ES a $58 million contract to operate part of its air quality emissions program (“the BAR Contract”). Id. Parsons ES then awarded a subcontract to Inspection and Maintenance Corporation (“I & M”), another wholly-owned subsidiary of TPC. Id. Pursuant to the contract, and even after such written contract expired on December 31, 1991, I & M performed the “field and supervisory work” associated with the BAR Contract. Id. I & M has only one corporate objective— work under the BAR Contract — and consists solely of employees who directly implement that contract. Id. Accordingly, I & M does no work for the federal government. Id. For accounting purposes, I & M labor costs were not included in Parsons ES’ direct labor base cost. Id. Rather, they were characterized as “other direct costs” arising from the subcontract. Id. Parsons ES calculates the overhead rate that it charges the federal government under its federal contracts as a percentage of the difference between the direct labor base and the “overhead pool costs.” Id: “For example, if Parsons ES’s direct labor base cost is $100 and the overhead pool money amounted to $150, the overhead rate is 150%. If its direct labor base cost was increased to $150, then the overhead rate charged to the government is 100%.” Id. Therefore, Plaintiff alleges that Parsons ES created I & M, as a sham corporation with no overhead to which labor costs could be attributed, in order to reduce its own direct labor costs and thereby increase the overhead rate billed to the federal government. Id.; (see also 2001 Summ. Judg. Ord. at 1.) In essence, Plaintiff contends that Defendants engaged in a scheme to withhold from the federal government material information on the existence of transfers between two subsidiaries of the same parent corporation, in order to permit the subsidiary with federal contracts (Parsons ES) to shift its non-federal labor costs onto the other subsidiary (I & M) and to receive compensation for its federal overhead costs at an excessive rate. (2001 Summ. Judg. Ord. at 1-2). On August 1, 1997, the Court (Judge Matthew Byrne) denied Plaintiffs motion for summary judgment and granted summary judgment to Defendants “on the ground that since their interpretation of the controlling regulations was reasonable, their claims could not be considered ‘false or fraudulent’ despite any nondisclosure.” (2001 Summ. Judg. Ord. at 2). The Ninth Circuit reversed the grant of summary judgment, finding the “reasonable interpretation” analysis to be erroneous as a matter of law. (Id.); see also Oliver, 195 F.3d at 463. However, the Ninth Circuit declined to reach the issue of “whether Parsons’ accounting measures complied with the Cost Accounting Standards,” and remanded for further proceedings on this issue. Id. Judge Byrne previously found that the Ninth Circuit held that Plaintiff had come forward with sufficient evidence to preclude summary judgment on the issue of Defendants’ knowledge that false or fraudulent claims were being submitted to the government. (2001 Summ. Judg. Ord. at 2); see also Oliver, 195 F.3d at 465. In late 2000, Defendants again moved for summary judgment on the grounds that: (1) the allegedly false claims were not “false or fraudulent” because the alleged unlawfulness of a subcontract between Parsons ES and I & M could not support Plaintiffs claims; and (2) they violated no specific Federal Acquisition Regulation (“FAR”), Cost Accounting Standard (“CAS”), or other federal statute or regulation, because their treatment of I & M was mandated by CAS and the disclosures challenged by Plaintiff were neither false nor fraudulent. (2001 Summ. Judg. Ord. at 2). Judge Byrne then denied summary judgment on the grounds that Defendants’ arguments already had been rejected by the Ninth Circuit. (Id. at 2). The parties have now filed cross-motions for summary judgment, which are now before this Court. The following facts submitted by the respective parties are undisputed unless otherwise noted: The only intercompany subcontract ever made by Parsons ES was to I & M. (Joint Stipulation of Facts (“Jt. Stip.”), No. 113, Declaration of Dean Francis Pace in support of Plaintiffs Motion for Summary Judgment (“Pace Decl.”) Exh. B). “Evidence in the record demonstrates that Parsons ES failed to list I & M among the companies with whom it engaged in inter-organizational transfers.” Oliver, 195 F.3d at 465. The language of the relevant Disclosure Statements, section 2.8.0 states: Inter-organizational Transfers. This item is directed only to those materials, supplies, and services which are, or will be transferred to you from divisions, subsidiaries, or affiliates under common control with you. ([Ijndicate the basis used by you as transferee to charge the cost of materials, supplies, and services to Government contracts of similar cost objectives.) Id. “In response, Parsons ES submitted a list of companies it stated ‘included’ but was not ‘limited to’ the companies with which it had interorganizational transfers.” Id. “Parsons ES did not list I & M among these companies, despite the fact that it was required to provide a ‘complete and accurate’ disclosure under the regulations.” Id. (citing 48 C.F.R. § 9903.202-10 (1999)). While in her position as a government accounting specialist for Parsons ES, Plaintiff immediately contacted the appropriate officers upon discovering the existence of I & M. (Declaration of Janet C. Oliver (“Oliver Decl.”), 1:25-3:20, Pace Decl. Exh. D). They told her to “forget about it.” (Id. at 2:15-18). Plaintiff replied that Parsons better hope the Defense Contract Audit Agency (“DCAA”) doesn’t discover I & M. (Id. at 2:18-19). The reason why Plaintiff said that was “because she knew that DCAA was upset what [sic] the DCAA Auditors discovered during a flooreheck in 1992 that Parsons ES was providing services (Accounting, Human Resources, etc.) to intercompanies .... ” (Id. at 2:19-23). Because of that discovery, DCAA asked Parsons ES to produce a list of all Parsons interorganiza-tional companies for which Parsons ES performed services. (Id. at 2:24-26). Parsons ES provided this list to the DCAA. (Id. at 2:26-27). However, I & M was excluded from this list even though I & M had been transferring labor and fringe benefits intercompany to Parsons ES since 1989. (Id. at 2:27-3:1). Defendants do not directly contradict Plaintiffs testimony, but point to other testimony that Parsons ES simply listed certain companies for illustrative purposes, and that Parsons ES specifically told the DCAA that the list was not all inclusive by including the words “include but not limited to.” (Deposition of Dan Schiff, July 3, 2001 (“Schiff Depo.”), 188:10-16, Supplemental Declaration of Joseph N. Akrotirianakis (“Supp. Akro. Decl.”) Exh. B; Deposition of Malcom K. Holdsworth (“Holdsworth Depo.”), September 12, 2001, 42:12-43:20, Supp. Akro. Decl. Exh. D). Additionally, Defendants cite the testimony of Michal Kerestes, a DCAA auditor, that she understood that the list of Parsons companies was only partial. (Declaration of Michal Kerestes (“Kerestes Decl.”), ¶ 3, Declaration of Joseph N. Akrotirianakis in support of Defendants’ Motion for Summary Judgment (“Akro. Deck”) Exh. F). Plaintiff was told that the I & M company was set up so that Parsons ES would not have to include the direct labor in the Parsons ES direct labor base for computation of the overhead rate which is invoiced on United States Government contracts. (Oliver Deck at 3:7-11). Defendants have stipulated that the “in-tercompany subcontracts” between Parsons ES and other subsidiaries of The Parsons Corporation were certified as “In-tercompany transfers at cost.” (2001 Summ. Judg. Ord. at 10:19-21). Specifically, after the word “subcontract” there is an asterisk (*) at Paragraph 2.8.0 Inter-organizational Transfers of the Parsons ES Certified CASB Disclosure Statement required by Public Law 100-679, and the asterisk (*) specifies: “ * Intercompany transfers at cost.” (Jt. Stip. No. 48, Pace Deck Exh. B). Parsons ES did not disclose I & M in the Parsons ES certified CASB Disclosure Statement required by Public Law 100-679. (Id. at No. 26). Section 2.8.0 Inter-organizational Transfers of the Parsons ES certified CASB Disclosure Statement dated May 27, 1994 has twenty asterisk marks on the right side of the text, which indicate revisions. (Pace Deck Exh. C). Seven of the asterisk marks are to the right of the listing of the Parsons ES Interorganizational Transfers by name, none of which are the I & M subcontract. (Id.). The I & M Inter-organizational Transfers were not “at cost,” but with a 90% “multiplier” (120% for two years). (Subcontract between Parsons ES and I & M (“I & M Subcontract”), p. 8, Pace Deck Exh. H). The I & M Subcontract defines the “multiplier” as including overhead, fringe and fee for profit. (Id.) The I & M invoices to Parsons ES were only for the incurred I & M technician labor cost and the multiplier which included profit and, therefore, were not transferred at cost. (Pace Deck Exh. I; Defendants’ Objections and Responses to Plaintiff Janet Oliver’s Third Set of Special Interrogatories (“Interrog.”), No. 19, Pace Deck Exh. J). Defendants contend, however, that the “at cost” language in Parsons ES’ Disclosure Statement refers to Parsons ES’ costs (as the transferee or disclosing entity) and not I & M’s costs. (February 5, 1992 Disclosure Statement (“1992 Disci. Stat.”), p. 6, Akro. Deck Exh. T at 424; May 27, 1994 Disclosure Statement (“1994 Disci. Stat.”), p. 9, Akro. Deck Exh. U at 464, 494; Deposition of Robert William Jones, March 31, 1997, (“Jones Depo.”), 29:18-32:18, Supp. Akro. Deck Exh. C). The 90% and 120% multiplier was based on what the competitive market would stand. (Deposition of Phillip James Morris, March 25, 1997 (“Morris Depo.”), 49:19-51:7, 53:2-15, Pace Deck Exh. K). I & M has no incurred or allocated burden expense for overhead as reflected in the 1990-1997 I & M annual Income Statements. (Pace Deck Exh. L at 149, 153, 160, 170, 173, 176, 179, & 182). Defendants point out, though, that I & M income statements do show burden expenses/costs for fringe benefits. (Pace Decl. Exh. L at 152,157,164, & 169). The 90% to 120% multiplier has consisted only of approximately 32% fringe benefit cost and 58% to 88% profit. (Morris Depo. at 52:3-53:1, Pace Decl. Exh. K). Federal Acquisition Regulation § 52.230-1 states as follows: “CAUTION: In the absence of specific regulations or agreement, a practice disclosed in a Disclosure Statement shall not, by virtue of such disclosure, be deemed to be proper, approved, or agreed-to practice for pricing proposals or accumulating and reporting contract performance cost data.” (F.A.R. § 52.230-1, Pace Decl. Exh. E). As of 1997, the I & M Balance Sheet contained an I & M asset entitled Inter-company Accounts (which comprised the net worth of I & M). (Pace Decl. Exh. N at 192). The Parties agree that such In-tercompany Account was in the amount of $15,829,654. (Id.) As of 2004, TPC still had a liability on its books for payment of approximately $16 million to I & M on the I & M Intercompany Account. (Deposition of Russell C. Loman, Vol. II, September 9, 2004 (“Loman Depo. II”), 208:18-211:20, Pace Decl. Exh. O). The certified Parsons ES CASB Disclosure Statement expressly provided concerning the allocation of Overhead and G & A to intercompany subcontract transfers that: (1) If contractual arrangements provide that these costs be treated as intercom-pany subcontract transfers of costs, the costs billed by the affiliated companies are charged to the other direct cost accounts. Labor is burdened with applicable overhead, fringe and G & A expenses. (Pace Decl. Exh. R at 252). Section 2.8.0 of the Parsons ES Disclosure Statement certifies that: “In all other instances, the labor of employees of affiliated companies [of Parsons ES divisions] is charged to the direct labor account at actual hourly rate times the number of hours charged to the projects.” (Jt. Stip. No. 25, Pace Decl. Exh. B; Pace Decl. Exh. C at 59). Plaintiff contends, without citing any supporting evidence, that this should include transfers not at cost pursuant to interorganizational subcontracts. Defendants, on the other hand, disagree that invoices issued pursuant to an intercompany subcontract for an amount greater than the transferee’s “cost” are subject to this language. (Jones Depo. at 30:21-32:7, Supp. Akro. Decl. Exh. C). Rather, they argue that their practices are consistent with the language in the Parsons ES Disclosure Statement, which immediately follows the challenged language: “Overhead and fees on inter-company labor are not pyramided!,] duplicated, or double-billed on government contracts.” (Akro. Decl. Exh. T at 446). The Parsons ES labor for the overhead functions, activities and expenses was never transferred to I & M. (Jt. Stip. Nos. 31-43, Pace Decl. Exh. B). Such costs incurred by Parsons ES for the benefit of I & M include: rent (Parsons ES provides the facilities where the I & M BAR technicians work and negotiates and signs the lease for the buildings in which the I & M BAR technicians work); providing conference facilities for I & M BAR technician monthly meetings; office equipment; license and fees; reproduction costs; office and consumable supplies; automobile travel and subsistence (Parsons ES pays for the I & M BAR technicians’ mileage, parking and tolls); communication/telephone; freight, express, and postage; maintenance and repair; utilities; training and development; publications and periodicals; bank charges; and janitorial services. (Loman Depo. II at 179:18-193:23; Jt. Stip. Nos. 31-43, Pace Decl. Exh. B). I & M invoices submitted to Parsons ES were paid by either check or wire transfer. (Deposition of Russell Craig Loman, August 26, 2004 (“Loman Depo.”), 36:1-7, Pace Deck Exh. 0). The Ralph M. Parsons Company (“RMP”), Parsons Process, and/or TPC received the checks or wire transfers on behalf of I & M and deposited them into a RMP or TPC bank account. (Id. at 36:14-42:4; see also Jt. Stip. Nos. 81-83, Pace Deck Exh. B). Russell C. Loman’s labor in preparation of the I & M general ledgers and financial statements was allocated to direct labor in the RMP general ledger. (Loman Depo. 78:11-79:12, Pace Deck Exh. P; Deposition of Russell C. Loman Volume IV, November 13, 2001 (“Loman Depo. IV”), 173:1-15, Pace Deck Exh. P). For the years 1989-1997, the overhead rates which Parsons ES utilized for cost reimbursement vouchers, progress payment invoices, and certifications of costs submitted to the United States Government would have been lower if the I & M technician labor was included in the direct labor base utilized to compute the Parsons ES overhead rates and overhead amounts submitted to the United States Government and paid by the United States Government in a total sum of $6 million. (First Supplemental Joint Stipulation of Facts (“Supp. Jt. Stip.”) No. 120, Akro. Deck Exh. B). From 1989 to 1997, Parsons ES submitted to the United States Government 1,314 cost reimbursement vouchers paid by the United States Government, all of which contained overhead which did not include the I & M technician labor in the Parsons ES direct labor bases utilized to compute the Parsons ES overhead rates and overhead dollar amounts. (Id. at No. 116). From 1989 to 1997, Parsons ES submitted to the United States Government 2,126 progress payment invoices paid by the United States Government, all of which contained overhead which did not include the I & M technician labor in the Parsons ES direct labor bases utilized to compute the Parsons ES overhead rates and overhead dollar amounts. (Id. at No. 117). From 1989 to 1997, Parsons ES submitted 616 certifications of costs to the United States Government, all of which involved certification of overhead which did not include the I & M technician labor in the Parsons ES direct labor bases utilized to compute the Parsons ES overhead rates and overhead dollar amounts. (Id. at No. 118). From 1989 to 1997, I & M had no other business than the interor-ganizational transfers to Parsons ES on the BAR contract. (Jt. Stip. at No. 105). From 1989 to 1997, I & M had no Comptroller, Accountant, Bookkeeper or Accounting Clerk. (Loman Depo. at 93:16-94:20, Pace Deck Exh. P). DCAA understood that Parsons-affiliated companies would periodically subcontract with other Parsons-affiliated companies to perform work on a prime contract. (Deposition of Dennis Umade, March 23, 2004 (“Umade Depo.”) 51:20-52:3, Akro. Deck Exh. AA). Parsons ES disclosed to the DCAA that Parsons ES would account for subcontract costs as “other direct costs.” (Deposition of Jonathan Yen, March 23, 2004 (“Yen Depo.”), 22:8-12 & 23:1^1, Akro. Decl. Exh. CC). Plaintiff argues, however, that Parsons ES did not disclose that it would account for subcontract costs as “other direct costs” until the Parsons ES amended CASB Disclosure Statement dated May 27, 1994. (Kerestes Decl. at ¶ 7, Akro. Decl. Exh. F). Prior to that time, Senior DCAA auditor Michal Kerestes believed that subcontract costs were charged to Parsons ES’ “direct costs accounts” and included in the Parsons ES direct labor base. (Id.). Parsons ES disclosed to the DCAA, and the DCAA understood, that “other direct costs” would not be included in the direct labor base that Parsons ES used to calculate the government’s share of Parsons ES’ indirect expenses. (Deposition of William E. Loesch, July 31, 2001, 96:26-97:11 (“Loesch Depo.”), Akro. Decl. Exh. C). The DCAA audits the indirect expense rate claims submitted by government contractors, and in connection with these audits, the DCAA tests, among other things, whether a contractor’s allocation base is properly constituted. (Deposition of Mark Gill, August 1, 2001 (“Gill Depo.”), 23:20-24:6, Akro. Decl. Exh. D; Yen Depo. at 50:15-51:8; Deposition of Donna Haupt, March 24, 2004 (“Haupt Depo.”), 31:23-33:3, Akro. Decl. Exh. DD). In connection with its audits of indirect expense rate claims submitted by government contractors, the DCAA performs a series of “Minimum Annual Audit Requirements” (“MAARs”), which oblige the auditor to audit the propriety of the costs included and not included in the allocation base. (Gill Depo. at 26:15-22). In connection with the audits of indirect expense rate claims submitted by government contractors, the DCAA prepares an Audit Report identifying any “questioned costs.” (Id. at 31:3-32:8). If the DCAA does not identify any questioned costs, or if the contractor does not dispute any questioned costs that are identified, the indirect expense rate audited and determined by the DCAA becomes final. (Id. at 34:1-8). The DCAA and the contractor finalize the contractor’s indirect expense rate by entering an agreement that sets “final indirect cost rates established by audit determination.” (Akro. Decl. Exhs. K-S). The contractor uses the final indirect cost rates to determine the amount of indirect costs that should be billed to each government contract by multiplying the final rate by the labor costs incurred on the contract for that year; the product is the amount of indirect cost allocated to the contract. (Id.). The DCAA performs regular audits to determine whether the contractor’s accounting practices comply with CAS. (Deposition of Mark D. Gill, April 2, 2004 (“Gill Depo. II”), 104:3-19, Akro. Decl. Exh. EE). At least every three years, the DCAA must perform an audit to determine whether a contractor has complied with CAS 418. (Deposition of William E. Loesch, March 30, 2004 (“Loesch Depo. II”), 54:12-24, Akro. Decl. Exh. FF; Haupt Depo. at 94:14-95:25). However, for the period from 1988 to 1997, DCAA conducted only one CAS 418 Compliance Audit Report of Parsons ES, dated June 29, 1998. (Report on Audit of Compliance with Cost Accounting Standard No. 418, June 29, 1998 (“CAS 418 Audit Report”), Akro. Decl. Exh. HH; July 6, 2004 Letter of Edward L. Osuna to Joseph N. Akrotirianakis (“Osuna Letter”), Akro. Deck Exh. RR). If the DCAA at any time finds a contractor is not complying with any provision of the CAS, then it must report that noncompliance and issue a notice of noncompliance to the contractor. (DCAA Contract Audit Manual §§ 8-302.7.a, c(l), Akro. Deck Exh. GG, 689-90). The DCAA has never found Parsons ES’ accounting practices to violate CAS 418. (Gill Depo. II at 49:10-16). The DCAA audited Parsons ES’ compliance with CAS 418 and issued an audit report on June 29, 1998 concluding that Parsons ES’ accounting practices complied with CAS 418. (See CAS 418 Audit Report, Akro. Deck Exh. HH). The specific accounting practice Plaintiff challenges was the subject of a 1994 meeting between representatives of the DCAA (including DCAA Branch Manager Masaro Nobuto, DCAA Supervisory Auditor Mi-chal Kerestes, and DCAA Auditor Julia Watrous) and representatives of Parsons (including then-Parsons ES Controller Robert W. Jones, The Parsons Corporation Chief Financial Officer Curtis Bower, and Manager of Government Accounting Dan Schiff), during which the meeting participants reviewed Parsons’ disclosed accounting practices related to intercompany transfers of labor costs by both intercom-pany work authorization and subcontract. (Deposition of Dan Schiff, Volume II, June 9, 2004 (“Schiff Depo. II”), 21:23-22:19; 24:6-25:13; 29:2-30:8, Akro. Deck Exh. OO). As a result of the 1994 meeting, the DCAA confirmed its understanding of Parsons ES’ accounting practices for inter-company labor transfers and its acceptance of those practices. (Id. at 22:23— 23:12, 24:6-25:13; 1994 Loesch Letter, Akro. Deck Exh. KK; Akro. Deck Exh. U at 494). While Plaintiff does not dispute these facts, she contends that the existence of the I & M intercompany subcontract transfers was being covered up at and after this meeting. (Schiff Depo. II at 22:14-19). The DCAA has determined that the same language that Plaintiff challenges in the May 27, 1994 Disclosure Statement adequately described Parsons ES’ accounting practices. (1994 Loesch Letter, Akro. Deck Exh. KK). Notwithstanding Plaintiffs allegations that Parsons ES’ Disclosure Statements contain misrepresentations, the DCAA has approved Parsons ES’ indirect expense claims for the years during which the challenged Disclosure Statements were effective, and determined that the language that Plaintiff challenges adequately states Parsons ES’ accounting practices. (DCAA Audit Reports, Akro. Deck Exhs. J-S; Peake Letter, Akro. Deck Exh. JJ; 1994 Loesch Letter, Akro. Deck Exh. KK; 1998 Loesch Letter, Akro. Deck Exh. LL). While Plaintiff does not directly dispute this fact, she points to evidence that the ACO determination on adequacy contains caveats both in the letters cited by Defendants and in the Addenda pertaining to litigation. (Declaration of Dean Francis Pace in Opposition to Defendants’ Motion for Summary Judgment (“Pace Opp. Decl.”) Exhs. T-V). The “including but not limited to” and “at cost” language to which Plaintiff objects appeared only in Parsons ES’ Disclosure Statements and not in Parsons ES’ indirect expense rate claims, proposals, or invoices. (Akro. Decl. Exhs. W-Z). B. Procedural Summary This case was initially filed more than eleven years ago and, therefore, has an extensive procedural history. For the sake of brevity, this Court will simply include the most important and/or relevant aspects of that history in this summary: On August 14, 1995, Plaintiff and Relator Janet C. Oliver filed her Complaint, and the action was assigned to Judge Gad-bois. On February 5, 1996, the case was transferred to Judge Byrne. On November 1,1996, the United States Government filed a Notice of Election to Decline Intervention. On November 27, 1996, Defendants filed their Answer. On May 5, 1997, Defendants filed a Motion for Summary Judgment, which Judge Byrne granted on July 31,1997. On May 6, 1997, Plaintiff filed a Motion for Summary Judgment, which Judge Byrne denied on July 31,1997. On September 16, 1997, Plaintiff filed a Notice of Appeal of Judge Byrne’s Order Granting Defendants’ Motion for Summary Judgment. On July 20, 2000, the Ninth Circuit Court of Appeals’ Mandate Reversing and Remanding the District Court’s Grant of Summary Judgment to Defendants was filed and spread upon the minutes of the United States District Court. On August 14, 2000, Defendants filed a Motion for Summary Judgment, which Judge Byrne denied on March 2, 2001. On March 30, 2001, Defendants filed a Demand for a Jury Trial. On July 27, 2001, Plaintiff filed a Waiver of Trial by Jury. On August 1, 2001, Defendants filed a Notice of Waiver of Trial by Jury. On August 22, 2003, Plaintiff filed her First Amended Complaint. On September 16, 2003, Defendants filed their Answer to Plaintiffs First Amended Complaint. On December 29, 2003, Defendants filed a Motion for Partial Summary Judgment, which this Court ordered off calendar on September 21, 2004. On December 30, 2003, Plaintiff filed a Motion for Summary Judgment, which this Court ordered off calendar on September 21, 2004. On April 21, 2004, the United States of America filed an Amicus Curiae Memorandum in Opposition to Defendants’ Motion for Summary Judgment. On June 28,. 2004, Defendants filed a Motion for Summary Judgment, which this Court ordered off calendar on July 28, 2004. On June 28, 2004, Plaintiff filed a Waiver of Trial by Jury and Request for Trial by the Court. On October 25, 2004, Defendants filed a Motion for Summary Judgment. On June 28, 2006, Defendants filed a Supplemental Brief in support of their Motion for Summary Judgment. The original Motion and the Supplemental Brief are currently before this Court. On October 26, 2004, Plaintiff filed a Motion for Summary Judgment. On March 4, 2005, Plaintiff filed a Supplemental Memorandum regarding her Motion for Summary Judgment. On June 28, 2006, Plaintiff filed a Supplemental Brief regarding Cross-Motions for Summary Judgment. The original Motion, the Supplemental Memorandum, and the Supplemental Brief are currently before this Court. On January 24, 2006, subsequent to the demise of Judge Byrne, a Notice of Reassignment of Case was issued transferring the case to this Court (Judge Tevrizian) for all further proceedings. II. Discussion A. Standard on Motion for Summary Judgment Under the Federal Rules of Civil Procedure 56(c), summary judgment is proper only where “the pleadings, depositions, answers to interrogatories, and admissions on file, together with the affidavits, if any, show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law.” Fed.R.Civ.P. 56. The moving party has the burden of demonstrating the absence of a genuine issue of fact for trial. See Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 256, 106 S.Ct. 2505, 91 L.Ed.2d 202 (1986). If the moving party satisfies the burden, the party opposing the motion must set forth specific facts showing that there remains a genuine issue for trial. See id.; Fed.R.Civ.P. 56(e). A non-moving party who bears the burden of proof at trial to an element essential to its case must make a showing sufficient to establish a genuine dispute of fact with respect to the existence of that element of the case or be subject to summary judgment. See Celotex Corp. v. Catrett, 477 U.S. 317, 322, 106 S.Ct. 2548, 91 L.Ed.2d 265 (1986). Such an issue of fact is a genuine issue if it reasonably can be resolved in favor of either party. See Anderson, 477 U.S. at 250-51, 106 S.Ct. 2505. The non-movant’s burden to demonstrate a genuine issue of material fact increases when the factual context renders her claim implausible. See Matsushita Electrical Industrial Co. v. Zenith Radio Corp., 475 U.S. 574, 587, 106 S.Ct. 1348, 1356, 89 L.Ed.2d 538 (1986). Thus, mere disagreement of the bald assertion that a genuine issue of material fact exists, no longer precludes the use of summary judgment. See Harper v. Wallingford, 877 F.2d 728 (9th Cir.1989); California Architectural Building Products, Inc. v. Franciscan Ceramics, Inc., 818 F.2d 1466, 1468 (9th Cir.1987), cert. denied, 484 U.S. 1006, 108 S.Ct. 698, 699, 98 L.Ed.2d 650 (1988). If the moving party seeks summary judgment on a claim or defense on which it bears the burden of proof at trial, it must satisfy its burden by showing affirmative, admissible evidence. Unauthenticated documents cannot be considered on a motion for summary judgment. See Hal Roach Studios v. Richard Feiner and Co., 896 F.2d 1542, 1550 (9th Cir.1989); Canada v. Blain’s Helicopters, Inc., 831 F.2d 920, 925 (9th Cir.1987). A document is authenticated when it is has the proper foundation. Canada, 831 F.2d at 925; Hamilton v. Keystone Tankship Corp., 539 F.2d 684, 686 (9th Cir.1976); United States v. Dibble, 429 F.2d 598, 601-02 (9th Cir.1970). On a motion for summary judgment, admissible declarations or affidavits must be based on personal knowledge, must set forth facts that would be admissible evidence at trial, and must show that the declarant or affiant is competent to testify as to the facts at issue. See Fed.R.Civ.P. 56(e). Declarations on “information and belief’ are inappropriate to demonstrate a genuine issue of fact. See Taylor v. List, 880 F.2d 1040, 1045 (9th Cir.1989). B. Introduction The False Claims Act (“FCA”) prohibits any person from knowingly presenting a false or fraudulent claim for payment or approval by the federal government. 31 U.S.C. § 3729(a)(1). It also prohibits anyone from knowingly making or using a false record or statement to get a false claim paid by the government. 31 U.S.C. § 3729(a)(2). Plaintiff contends that Parsons ES falsely certified its 1992 and 1994 Cost Accounting Standards Board (“CASB”) Disclosure Statements in violation of section 3729(a)(2). She further contends that Parsons ES submitted numerous indirect expense rate claims, which constitute false claims under section 3729(a)(1), because they violated controlling federal regulations. It should be noted that Plaintiff does an extremely poor job of laying out the legal theories or alternative theories upon which each of her claims is based. However, Plaintiff repeatedly mentions the words “false certification” and “noncompliance.” Therefore, it appears that Plaintiff claims FCA liability under section 3729(a)(1) as a result of Parsons ES’ alleged false certification of compliance with federal law. This Court interprets Plaintiffs argument in that regard as being that Parsons ES falsely certified compliance with the requirement that it make a complete and accurate disclosure in its certified CASB Disclosure Statements, a prerequisite to entering into an agreement with the Federal government. To make out a prima facie case for violation of the FCA, Plaintiff must show that: “(1) the defendant made a claim against the United States; (2) the claim was false or fraudulent; and (3) that the defendant knew the claim was false or fraudulent.” Oliver, 195 F.3d at 461. The parties agree that Parsons ES made claims against the United States. Id. Thus, the parties’ cross-motions for summary judgment hinge on the elements of falsity and scienter. C. Plaintiff’s Motion for Summary Judgment 1. Falsity Plaintiff contends that she is entitled to summary judgment as to the falsity of Parsons ES’ 1992 and 1994 CASB Disclosure Statements as well as each of the indirect expense rate claims submitted to the government between 1989 and 1997. a. Parsons ES’ Failure to List I & M on its Disclosure Statement As required by the Disclosure Regulation (48 C.F.R. 9903.202) of the Cost Accounting Standards Board under Public Law 100-679, Parsons ES certified (through it’s controller at the time, M.K. Holdsworth) in its 1992 and 1994 CASB Disclosure Statements that: “to the best of my knowledge and belief this Statement is the complete and accurate disclosure as of the above date by my above-named organization of its cost accounting practices ____” (Akro. Decl. Exhs. T & U). Plaintiff alleges that this certification on the Disclosure Statements was false, because, although required to make a “complete and accurate” disclosure, Parsons ES did not include I & M among the list of companies with which it had inter-organizational transfers in § 2.8.0 Inter-organizational Transfers. (Jt. Stip. No. 26, Pace Decl. Exh. B). Thus, Plaintiff contends that Parsons ES violated the False Claims Act, because a truthful certification was, under the Federal Acquisition Regulations, a prerequisite to entering into a contract with the United States Government. See 48 C.F.R. § 52.230-1 (“Any offeror submitting a proposal which, if accepted, will result in a contract subject to the requirements of 48 C.F.R. Chapter 99 must, as a condition of contracting, submit a Disclosure Statement as required by 48 C.F.R. 9903.202.”); see also 48 C.F.R. § 30.202-6(b) (“The contracting officer shall not award a CAS-covered contract until the cognizant Federal agency official (CFAO) has made a written determination that a required Disclosure Statement is adequate ....”). Plaintiff further argues that both the Ninth Circuit and the United States District Court (Judge Byrne) have already ruled that Parsons ES was required to provide an exhaustive list of all of the organizations with which it had inter-organizational transfers, but did not do so, and that, therefore, the omission of I & M from section 2.8.0 rendered the Disclosure Statements false as a matter of law. (Notice of Motion and Motion for Summary Judgment by Plaintiff (“PI. Mot.”), 7:3-8:26). In response, Defendants first argue that Plaintiff has not established that Parsons ES was required to list by name each of the entities with which it had inter-organizational transfers. Defendants claim that there was, in fact, no such requirement, because section 2.8.0 addresses transfers “from divisions, subsidiaries, or affiliates under common control” and the “basis” Parsons ES used “as transferee to charge the cost or price” rather than asking for identification of each of the “divisions, subsidiaries, or affiliates under common control” that transferred materials, services, or labor to Parsons ES. In making this argument, Defendants note that they disagree with Plaintiffs “characterizations of this Court’s March 2, 2001 ruling as a determination that ‘Parsons ES was required to list I & M in its section 2.8.0 disclosure.’ ” (Defendants’ Opposition to Plaintiffs Motion for Summary Judgment (“Def. Opp.”), p. 6, n. 4). Defendants further note that, even if the Court had so ruled, such ruling would not be the law of the case. (Id.) Second, Defendants contend that the CASB Disclosure Statements were not “false or fraudulent” because, on its 1992 statement, Parsons ES included “etc.” after the list of companies, and, on its 1994 statement, Parsons ES stated the companies with which it had transfers “include[d] but [was] not limited to” those companies listed. Thus, Parsons ES gratuitously included an expressly and obviously non-exhaustive list of examples of organizations outside the reporting unit rather than an exhaustive list of those organizations. Finally, Defendants argue that the Government was not misled by the non-inclusion of I & M. Section 2.8.0 of the 1992 and 1994 CASB Disclosure Statements states: Inter-organizational Transfers. This item is directed only to those materials, supplies, and services which are, or will be transferred to you from divisions, subsidiaries, or affiliates under common control with you. ([I]ndicate the basis used by you as transferee to charge the cost of materials, supplies, and services to Government contracts of similar cost objectives.) (Akro. Decl. Exh. T at 424; Akro. Decl. Exh. U at 464). As Plaintiff states in her Motion for Summary Judgment, the Ninth Circuit previously found that, in response to section 2.8.0, “Parsons ES submitted a list of companies it stated ‘included’ but was not ‘limited to’ the companies with which it had interorganizational transfers. Parsons ES did not list I & M among these companies, despite the fact that it was required to provide a ‘complete and accurate’ disclosure under the regulations.” Oliver, 195 F.3d at 465. Judge Byrne later found, in denying Defendants’ Motion for Summary Judgment, that the Ninth Circuit “held that Parsons ES was required to list I & M in its section 2.8.0 disclosure, despite [the District Court’s] earlier finding that I & M was a segment and therefore properly accounted for by Parsons ES.” (2001 Summ. Judg. Ord. at p. 6, n. 1). In light of these findings, Plaintiff asks this Court to hold that Parsons ES’ 1992 and 1994 CASB Disclosure Statements were “false or fraudulent” due to the failure to list I & M as a company with which it had inter-organizational transfers. While Defendants make numerous arguments that Parsons ES’ failure to list I & M does not make the Disclosure Statements “false or fraudulent,” they barely address these prior findings. Rather, in their Opposition to Plaintiffs Motion for Summary Judgment, Defendants simply state in a footnote that: Parsons does not agree with plaintiffs characterizations of this Court’s March 2, 2001 ruling as a determination that ‘Parsons ES was required to list I & M in its section 2.8.0 disclosure.’ Mot. at 7:18-19. Even if the Court had so ruled, neither the law of the case doctrine nor any other legal principle would preclude the Court from reconsidering that ruling in light of the evidence and argument in Parsons’ October 25, 2004 Motion and this Opposition. (Def. Opp. at p. 6, n. 4). Similarly, in their Motion for Summary Judgment, Defendants’ contend that “[n]o prior ruling forecloses this Motion for Summary Judgment,” and go on to state in a footnote that: The issues raised in Parsons’ Motion were also not decided by this Court, in its March 2, 2001 Order denying Parsons’ August 12, 2000 Motion for Summary Judgment. In its August 12, 2000 Motion, Parsons argued that not listing I & M among the companies with which Parsons ES had inter-organizational transfers was not ‘false’ within the meaning of the False Claims Act. This Court denied Parsons’ Motion on the ground that plaintiff had raised a genuine issue of fact as to whether representations in Parsons ES’ Disclosure Statement were ‘false.’ (Defendants’ Motion for Summary Judgment (“Def. Mot.”), 11:5 and n. 44). Defendants’ contention that Judge Byrne held in the previous order that Plaintiff had raised genuine issues of fact as to whether Parsons ES was required to include I & M in its section 2.8.0 disclosure is incorrect. In fact, the Byrne Court stated that “any failure of defendants to make required disclosures regarding the relationship between Parsons ES and I & M would render their certification of compliance with FAR and CAS “false or fraudulent” within the meaning of the False Claims Act.” This, coupled with Judge Byrne’s clear interpretation of the Ninth Circuit’s language as holding that Parsons ES was required to list I & M in its section 2.8.0 disclosure, supports Plaintiffs position. Based on these findings, this Court must consider Defendants’ argument that “neither the law of the case doctrine nor any other legal principle would preclude the Court from reconsidering [the Byrne Court’s] ruling in light of the evidence and argument in Parsons’ October 25, 2004 Motion and this Opposition.” (Def. Opp. at p. 6, n. 4). Defendants and Plaintiff correctly agree that a denial of summary judgment is not the law of the case. See Sport Squeeze, Inc. v. Pro-Innovative Concepts, Inc., 1999 WL 395328, at * 7 (S.D.Cal.). Defendants, therefore, are correct that this Court may, if it so chooses, reconsider Judge Byrne’s ruling. While this Court “may reconsider and reverse a previous interlocutory decision for any reason it deems sufficient,” “a court should generally leave a previous decision undisturbed absent a showing that it either represented clear error or would work a manifest injustice.” Abada v. Charles Schwab & Co., Inc., 127 F.Supp.2d 1101, 1102-03 (S.D.Cal.2000) (citing Christianson v. Colt Indus. Operating Corp., 486 U.S. 800, 817, 108 S.Ct. 2166, 2178, 100 L.Ed.2d 811 (1988)). Defendants have made no such showing. Their arguments as to why the failure to disclose I & M does not render Parsons ES’ Disclosure Statements false are repetitive of their arguments in the prior motion for summary judgment, and Defendants admit that there is no new evidence in the current Motions. Defendants do not argue or present evidence that the Ninth Circuit got it wrong, or that Judge Byrne incorrectly interpreted the Ninth Circuit’s findings (they simply argue that Plaintiff “mis-eharacterized” Judge Byrne’s ruling but do not attempt to explain how or set forth the accurate characterization). Furthermore, Defendants did not in the past and do not now introduce testimony that, as a general practice, responses to section 2.8.0 do not include a listing of the relevant entities. The testimony they point to simply states that the Disclosure Statements address accounting and that certain individuals knew the list of entities was not complete. If a listing of entities is not required, it should be fairly easy to introduce such testimony. While, under normal circumstances, the burden would be on Plaintiff to show that the complete list was required, the Ninth Circuit and Judge Byrne have already ruled that Plaintiff met that burden. Therefore, it is now Defendants’ responsibility to provide this Court with a compelling reason to reconsider Judge Byrne’s finding. Defendants have provided this Court with no such compelling reason. As a result, summary judgment is warranted in Plaintiffs favor on the narrow issue that the failure of Parsons ES to list I & M in its section 2.8.0 disclosure rendered the 1992 and 1994 Disclosure Statements “false.” b. Parsons ES’ Characterization of Transfers Between I & M and Parsons ES as “At Cost” Plaintiff also contends that the 1992 and 1994 certified CASB Disclosure Statements are false as a matter of law, because Parsons ES certified that subcontracts between Parsons ES and other subsidiaries of TPC would be “at cost.” Defendants have stipulated that: (1) the Disclosure Statements provide that Inter-organizational transfers treated as subcontracts are “at cost.” (Jt. Stip. Nos. 25 & 48, Pace Decl. Exh. B); and (2) Parsons ES entered into a subcontract with I & M to assist in the implementation of the BAR Contract. (Id at Nos. 99, 100, & 113). Defendants further stipulate that, in actuality, I & M invoices to Parsons ES on the BAR Contract were at direct labor plus a multiplier. (Id at No. 49). That multiplier included profit. (In-terrog. No. 199, Pace Decl. Exh. J. at 12). Thus, Plaintiff contends that Parsons ES did not comply with its Disclosure Statements, because it mis-character-ized the intercompany transfers between I & M and Parsons ES as “at cost,” rather than disclosing that they contained a cost multiplier. In response to Plaintiffs contentions, Defendants argue that the “at cost” language does not, as Plaintiff suggests, apply to the costs of I & M — the billing company. Rather, it applies to the costs of Parsons ES — the company that made the disclosure. Thus, the “at cost” language indicates that when Parsons ES received an invoice from I & M, Parsons ES would charge the amount or “cost” of that I & M invoice to its “other direct cost” account and would not add its own markup to the amount I & M charged. Defendants claim that this is the only reasonable interpretation of the statement and provide testimony of Parsons ES’ former controller to that effect. (Jones Depo. at 30:21-32:7, Supp. Akro. Decl. Exh. C). The language at issue in section 2.8.0 of the Disclosure Statements is as follows: “If contractual arrangements provide that these costs be treated as intercompany subcontracts*, the costs billed by the affiliated companies are charged to the other direct cost accounts” and “ intercompany transfers at cost.” (Pace Decl. Exh. C). Plaintiff believes that the relevant issue is whether the transfers from I & M to Parsons ES were “at cost.” Defendant, on the other hand, believes that the relevant issue -is whether Parsons ES recorded the “cost” as it was invoiced by I & M without marking it up. Neither party presents an argument that their interpretation is the only legally correct interpretation of the language at issue. Expert testimony may be necessary to interpret the clause at issue and neither party has provided such testimony. Therefore, Plaintiff is not entitled to summary judgment on this issue, because there is a genuine issue of material fact as to whether the “at cost” language refers to Parsons ES’ cost or I & M’s cost. c. Whether Parsons ES’ Accounting Practices Violate the Governing Federal Regulations Plaintiff contends that Parsons ES’ practice of excluding I & M’s labor costs from its direct labor base does not comply with the Cost Accounting Standards (the controlling federal regulations). Thus, Plaintiff argues that the 4,056 indirect expense rate claims (1,314 cost reimbursement vouchers, 2,126 progress payment invoices, and 616 certifications of costs) that Parsons ES submitted to the DCAA between 1989 and 1997 all constitute false claims under section 3729(a)(1) of the FCA, because each of those claims was calculated using an allegedly fraudulent accounting practice. This is the central dispute of this case, because in order to prevail on any of her theories/claims, Plaintiff must prove that the indirect expense claims were false in that they violated the controlling federal regulations and/or the accounting practices disclosed. The alleged violation is that the overhead costs of the support and service functions and activities caused by I & M or for the benefit of I & M have been incurred by other Parsons segments, including Parsons ES, without transfer to I & M. The undisputed facts show that Parsons ES incurred a number of costs for the benefit of I & M including, but not limited to: rent, office equipment, license and fees, reproduction costs, office supplies, communication/telephone, utilities, training and development, freight and postage, etc. It is also undisputed that Parsons ES labor for overhead functions, activities, and expenses was never transferred to I & M. Plaintiff claims that this violated CAS 410, 418, and 420 as well as the certified CASB Disclosure Statements. (1) Cost Accounting Standards 410, 418, and 420 Plaintiff does not provide the language of the Cost Accounting Standards at issue and, instead, relies solely on the statements of her expert witness, Lane K. Anderson Ph.D., CMA, CPA (“Anderson”). In regards to these Cost Accounting Standards, Anderson simply states as follows: Business units that do not perform all of the support and service functions themselves will have other segments and business units in the overall corporate entity perform these functions. Cost Accounting Standards 410, 418, and 420 make clear that such costs must be transferred back to the benefitting business unit to be included with the costs it will allocate to final cost objectives. (Supplemental Updated Expert Witness Report of Lane K. Anderson, Ph.D., CMA, CPA, dated May 14, 2004 (“Anderson Supp. Rep.”), p. 1-2, Pace Decl. Exh. Q). In his supplemental report, Anderson states that “the scope of [his] opinion relates to the accounting requirements from the Federal Acquisition Regulations (FAR) and the Cost Accounting Standards (CAS) as they bear on The Parsons Company’s cost allocations to government contracts” with particular reference to Parsons ES, I & M, and RMP. (Id. at 1). Anderson further states that “Cost Accounting Standards and the Federal Acquisition Regulations work on the basis of full costing” and that “[w]hen a business unit transfers a final cost objective — a product or service — to another business unit, the full costs of the transferring business unit should already be attached to the products or services transferred.” (Id. at 2). With respect to I & M, Anderson opined as follows: [I & M] had support and service costs incurred by other segments such as Parsons ES .... These support and service costs should have been excluded from the costs of other segments and moved to I & M. Once the support and service costs were accumulated in I & M for the appropriate cost accounting period, the costs should have been allocated to the final cost objectives of I & M. Had this occurred, the overhead costs of other segments, such as Parsons ES ..., would not have been overstated by the amounts of costs incurred for and on behalf of I & M and not moved to I & M .... [Because Parsons ES] did not move to I & M the support and service costs they incurred for and on behalf of I & M ... the federal government contracts of Parsons ES were charged higher amounts of overhead costs. Since I & M labor costs were transferred to Parsons ES for purposes of charging labor costs to the BAR contract, including those labor costs in the overhead allocation base would have achieved the equivalent effect to removing the I & M support and service costs from the overhead costs and moving them to I & M. (Id. at 2-3). Thus, based entirely on these statements, Plaintiff contends that, if I & M is a segment as both the Ninth Circuit and this Court have found, I & M should have complied with these CAS and FAR. While Plaintiff has clearly provided enough evidence to create a genuine issue of material fact, she has not met her burden on summary judgment of demonstrating that no genuine issue of material fact exists as to whether Parsons ES’ accounting practices violated CAS 410, 418, or 420. Plaintiff has provided no textual analysis of the CAS at issue and has not even cited the exact CAS sections violated by these practices. Furthermore, even if Plaintiff had met her burden, Defendants have set forth enough evidence to create a triable issue of fact. Specifically, Defendants present expert testimony stating, among other things, that “[bjased upon my review, it is my opinion that the accounting practices employed by the defendants were fully compliant with all relevant U.S. Government contracting rules, regulations and laws.” (September 1, 2004 Report of Louis P. Goldman (“Goldman Rep.”), p. 5, Supp. Akro. Decl. Exh. K). Additionally, Defendants’ expert, Louis P. Goldman, challenges Anderson’s factual statements and analysis of Parsons ES’ accounting treatments. (Id. at ¶ 7, pp. 25-27). The Ninth Circuit has described the applicable regulations as “unquestionably technical and complex.” Oliver, 195 F.3d at 463. While the Ninth Circuit went on to state that the meaning of the regulations “is ultimately the subject of judicial interpretation,” the parties have not submitted sufficient evidence to allow the Court to make such an interpretation at this time. Further expert analysis is necessary to resolve this mixed question of law and fact. Accordingly, this Court finds that a genuine issue of material fact exists as to whether Parsons ES’ accounting practices violated CAS 410, 418, and/or 420, and summary judgment is not warranted at this time. (2) Certified CASB Disclosure Statements Plaintiff further argues that the Parsons ES accounting practices at issue do not comply with the following accounting practices disclosed in Parsons ES’ certified CASB Disclosure Statement regarding the allocation of Overhead and G & A expenses to Intercompany Subcontract Transfers: “If contractual arrangements provide that these costs be treated as in-tercompany subcontract transfers of costs, the costs billed by the affiliated companies are charged to the other direct cost accounts. Labor is burdened with applicable overhead, fringe and G & A expenses.” (CASB Disclosure Statement dated December 29, 1995 (“1995 Disci. Stat.”), p. 12, Pace Decl. Exh. R). Plaintiff states that, if this language is intended to mean that “the receiving [Parsons ES] applies the [Parsons ES] overhead to the I & M transferred subcontract labor, then the liability on the Qui Tam action is conclusive.” (PI. Mot. at 15:12-15). Plaintiff further argues that if, on the other hand, the “certified CASB Disclosure Statement means that the I & M labor costs must be burdened with the support and service costs caused by I & M or for the benefit of I & M, then there is a false noncompliance with the certified [Parsons ES] CASB Disclosure Statement” concerning subcontract intercompany transfers. (Id. at 15:15-21). In support of these arguments, Plaintiff points to the following undisputed facts: (1) the Parsons ES labor incurred for support and service for the benefit of I & M was never transferred to I & M. (Jt. Stip. Nos. 30-43, Pace Decl. Exh. B; Loman Depo. Vol. II at 179:18-193:23); and (2) the I & M invoices to Parsons ES contained only labor and a multiplier for profit and fringe benefits, and did not include overhead. (I & M Subcontract, p. 8, Pace Decl. Exh. H; Morris Depo. at 52:3-53:1, Pace Decl. Exh. K). Defendants argue that labor costs incurred by RMP were in fact billed to I & M. However, Defendants do not address the Parsons ES labor, which is at issue here or Plaintiffs contention regarding the language in the certified Disclosure Statement regarding allocation of overhead and general and administrative costs. While Plaintiff does present some evidence that- Parsons ES’ accounting practices may not have complied with the cited language in the disclosure statement, genuine issues of fact still exist as to exactly how the language of the Disclosure Statement should be interpreted or, more importantly, whether there was a net dollar difference in the accounting utilized by Defendants and the accounting practice Plaintiff advocates should have been followed under the governing regulations. In fact, Plaintiff acknowledges the ambiguity when she sets forth separate arguments for two potential interpretations. Plaintiff provides no evidence to support the correct interpretation of the language. Additionally, this Court notes that the cited language is from a 1995 Disclosure Statement, and Plaintiff does not cite similar language in the 1992 and 1994 Disclosure Statements. As far as this Court can see, Plaintiff has made no reference to the 1995 Disclosure Statement in the operative complaint and makes no argument as to which of the allegedly false indirect expense claims this language applies. Accordingly, this Court finds that summary judgment on Plaintiffs claim that Parsons ES violated federal regulations by not complying with the language in its 1995 certified Disclosure Statement would be premature. 2. Scienter “Knowledge [or scienter] is established by proving that the defendant (1) had actual knowledge that it submitted a false or fraudulent claim for payment or approval, (2) acted in deliberate ignorance of the truth or falsity of its claim, or (3) acted in reckless disregard of the truth or falsity of its false claim.” Oliver, 195 F.3d at 464. Plaintiff asks this Court to grant summary judgment in her favor on the element of scienter. In support of her argument, Plaintiff points to the following as evidence of Defendants’ actual knowledge, deliberate ignorance, or reckless disregard: (1) the I & M subcontract was the only subcontract ever made by Parsons ES and I & M’s only purpose was to perform labor on the BAR Contract; (2) Parsons ES’ failure to list I & M in its certified CASB Disclosure Statements; (3) seven asterisks to the right of the listing of the Parsons ES Inter-organizational Transfers by name in the 1994 CASB Disclosure Statement, indicating revisions; (4) I & M’s lack of overhead, because such overhead costs were incurred by Parsons ES and other TPC segments; (5) concealment of the I & M financial accounting; (6) that RMP/PIT had an accounts payable to I & M, when the only I & M invoices were issued to Parsons ES; and (7) that I & M invoiced Parsons ES for profit when the Disclosure Statements indicate that Intercompany Transfers on subcontracts are at cost. Although she does not specifically mention it when she addresses the element of scien-ter, Plaintiff has also submitted the affidavit of the relator. In her affidavit, Oliver states that: (1) when she learned of I & M’s existence, she was told by the Parsons ES controller to “forget about it”; and (2) the Parsons ES BAR Contract manager told her that I & M was set up so that Parsons ES “would not have to include the direct labor in the Parsons ES direct labor base for computation of the overhead rate which is invoiced on United States Government contracts.” (Oliver Decl., 2:13-18; 3:7-11, Pace Decl. Exh. D). In 1999, the Ninth Circuit denied summary judgment for Defendants on the issue of scienter, because it found that Plaintiff had produced enough evidence to create a genuine issue of material fact. Oliver, 195 F.3d at 464-65. Defendants contend that, because Plaintiff has not introduced any new evidence, the Ninth Circuit holding is the law of the case, and Plaintiff is not entitled to summary judgment. Defendants are correct that the Ninth Circuit, considering only Parsons’ failure to disclose the existence of I & M in its disclosure statement and the Oliver affidavit, held that such “evidence [was] enough to create a genuine issue of material fact precluding summary judgment on the issue of scienter.” Id. Regardless of the Ninth Circuit’s ruling, viewing this same evidence in the light most favorable to Defendants, there are issues of fact that survive the standard of summary judgment. Defendants contend that Parsons ES was not required to list each and every entity with which it had interorganizational transfers because the CASB disclosure statement simply addressed accounting practices and methodologies. The Ninth Circuit held that the “reasonableness of Parsons’ interpretation” of the regulations and accounting standards does not impact the determination of falsity; it also held that it “may be relevant to whether it knowingly submitted a false claim .... ” Oliver, 195 F.3d at 463. Thus, viewing this evidence in the light most favorable to Defendants, it is possible that the omission of I & M from the 1992 and 1994 Disclosure Statements was a result of negli